1347 Capital Corp Sample Contracts

Limbach Holdings, Inc. – AGREEMENT AND MUTUAL RELEASE (December 17th, 2018)

In connection with David S. Gellman’s (“Mr. Gellman”) resignation, effective as of December 14, 2018 (the “Effective Date”), as a member of the Board of Directors (the “Board”) and committees of the Board (collectively, “Board Committees”) of Limbach Holdings, Inc., a Delaware corporation (the “Company”), Mr. Gellman and the Company hereby enter into this agreement as of the Effective Date (this “Agreement”). Mr. Gellman and the Company will sometimes be referred to herein individually as a “Party” and collectively as the “Parties.”

Limbach Holdings, Inc. – Sixth Amendment to Credit Agreement and Limited Waiver (November 30th, 2018)

This Sixth Amendment to Credit Agreement and Limited Waiver (this “Amendment”) is entered into as of November 30, 2018, by and among Limbach Facility Services LLC, a Delaware limited liability company (the “Borrower”), Limbach Holdings LLC, a Delaware limited liability company (the “Parent”), the other Guarantors party hereto, the Lenders party hereto, and Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer.

Limbach Holdings, Inc. – FOR IMMEDIATE RELEASE Limbach Holdings Provides Update on Refinancing Company Announces Amended Agreement with Current Bank Group (November 30th, 2018)

PITTSBURGH, PA. – November 30, 2018 – Limbach Holdings, Inc. (Nasdaq: LMB) (“Limbach” or the “Company”) today announced the Company has successfully amended the terms of its credit agreement with its existing bank group, led by Fifth Third Bank (“Fifth Third”) as Administrative Agent, Lender and L/C Issuer and the other Lenders party thereto. As part of the amended agreement, the lenders agreed to a waiver of the Company’s previously disclosed non-compliance with the senior leverage and fixed charge coverage ratio requirements under its existing Credit Agreement.

Limbach Holdings, Inc. – STOCK PURCHASE AGREEMENT by and among PETER J. COROGIN AND STEPHEN E. DUNBAR, LED CONSTRUCTION SERVICES, INC., DUNBAR MECHANICAL, INC., LIMBACH HOLDINGS, INC. and LIMBACH FACILITY SERVICES LLC dated as of September 19, 2018 (September 20th, 2018)

This Stock Purchase Agreement (this “Agreement”), dated as of September 19, 2018, for the purchase and sale of all of the outstanding capital stock of Dunbar Mechanical, Inc., an Ohio corporation (the “Company”), is entered into by and among the Company, Peter J. Corogin (“Corogin”) and Stephen E. Dunbar (“Dunbar” and, together with Corogin, the “Stockholders”), LED Construction Services, Inc., an Ohio corporation (the “Seller”), Limbach Holdings, Inc., a Delaware corporation (the “Parent”), and Limbach Facility Services LLC, a Delaware limited liability company (the “Buyer”).

Limbach Holdings, Inc. – Fifth Amendment to Credit Agreement and Limited Waiver (August 14th, 2018)

This Fifth Amendment to Credit Agreement and Limited Waiver (herein, this “Amendment”) is entered into as of August 13, 2018 (the “Fifth Amendment Effective Date”), by and among Limbach Facility Services LLC, a Delaware limited liability company (the “Borrower”), Limbach Holdings LLC, a Delaware limited liability company (the “Parent”), the other Guarantors party hereto, the Lenders party hereto, and Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer.

Limbach Holdings, Inc. – Fourth Amendment To Credit Agreement And Limited Waiver (May 15th, 2018)

This Fourth Amendment to Credit Agreement and Limited Waiver (herein, this “Amendment”) is entered into as of May 15, 2018 (the “Fourth Amendment Effective Date”), by and among Limbach Facility Services LLC, a Delaware limited liability company (the “Borrower”), Limbach Holdings LLC, a Delaware limited liability company (the “Parent”), the other Guarantors party hereto, the Lenders party hereto, and Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer.

Limbach Holdings, Inc. – Third Amendment to Credit Agreement (March 26th, 2018)

This Third Amendment to Credit Agreement (herein, this “Amendment”) is entered into as of March 21, 2018, by and among Limbach Facility Services LLC, a Delaware limited liability company (the “Borrower”), Limbach Holdings LLC, a Delaware limited liability company (the “Parent”), Limbach Holdings, Inc., a Delaware corporation (“Limbach, Inc.”), the other Guarantors party hereto, the Lenders party hereto, and Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer.

Limbach Holdings, Inc. – Assumption and Supplement to Security Agreement (March 26th, 2018)

This Assumption and Supplement to Security Agreement (this “Agreement”) dated as of this 21st day of March, 2018 from Limbach Holdings, Inc., a Delaware corporation (the “New Debtor”), to Fifth Third Bank, an Ohio banking corporation (“Fifth Third”), as administrative agent for the Secured Creditors (defined in the Security Agreement hereinafter identified and defined) (Fifth Third acting as such agent and any successor or successors to Fifth Third in such capacity being hereinafter referred to as the “Administrative Agent”).

Limbach Holdings, Inc. – Second Amendment to Credit Agreement and Limited Waiver (January 12th, 2018)

This Second Amendment to Credit Agreement and Limited Waiver (herein, this “Amendment”) is entered into as of January 12, 2018, by and among Limbach Facility Services LLC, a Delaware limited liability company (the “Borrower”), Limbach Holdings LLC, a Delaware limited liability company (the “Parent”), the other Guarantors party hereto, the Lenders party hereto, and Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer.

Limbach Holdings, Inc. – Limbach Holdings, Inc. Limbach Holdings, Inc. Omnibus Incentive Plan TIME-Based and Performance-based RESTRICTED STOCK UNIT AGREEMENT (September 6th, 2017)

This TIME-BASED AND PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of [DATE], 2017 (the “Grant Date”) by and between Limbach Holdings, Inc., a Delaware corporation (the “Company”), and [______________________] (the “Participant”), pursuant to the Limbach Holdings, Inc. Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.

Limbach Holdings, Inc. – Limbach Holdings, Inc. Limbach Holdings, Inc. Omnibus Incentive Plan RESTRICTED STOCK UNIT AGREEMENT (September 6th, 2017)

This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of [DATE], 2017 (the “Grant Date”) by and between Limbach Holdings, Inc., a Delaware corporation (the “Company”), and [______________________] (the “Participant”), pursuant to the Limbach Holdings, Inc. Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.

Limbach Holdings, Inc. – Limbach Holdings, Inc. Limbach Holdings, Inc. Omnibus Incentive Plan TIME-Based and Performance-based RESTRICTED STOCK UNIT AGREEMENT (September 6th, 2017)

This TIME-BASED AND PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of [DATE], 2017 (the “Grant Date”) by and between Limbach Holdings, Inc., a Delaware corporation (the “Company”), and [______________________] (the “Participant”), pursuant to the Limbach Holdings, Inc. Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.

Limbach Holdings, Inc. – Limbach Holdings, Inc. Limbach Holdings, Inc. Omnibus Incentive Plan RESTRICTED STOCK UNIT AGREEMENT (September 6th, 2017)

This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of [DATE], 2017 (the “Grant Date”) by and between Limbach Holdings, Inc., a Delaware corporation (the “Company”), and [______________________] (the “Participant”), pursuant to the Limbach Holdings, Inc. Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.

Limbach Holdings, Inc. – PREFERRED STOCK REPURCHASE AGREEMENT (July 17th, 2017)

THIS PREFERRED STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 14, 2017 by and between 1347 Investors LLC, a Delaware limited liability company (the “Seller”), and Limbach Holdings, Inc., a Delaware corporation (the “Company”).

Limbach Holdings, Inc. – AMENDMENT NO. 2 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (April 17th, 2017)

This Amendment No. 2 to the Amended and Restated Registration Rights Agreement (this “Amendment”) is dated November 23, 2016 and amends that certain Amended and Restated Registration Rights Agreement, dated as of July 20, 2016, as amended on October 11, 2016, by and among Limbach Holdings, Inc. (the “Company”) and the Investors (as defined in the Agreement) party thereto (as amended, the “Agreement”).

Limbach Holdings, Inc. – [●] Shares of Common Stock Limbach Holdings, Inc. UNDERWRITING AGREEMENT (December 7th, 2016)

Limbach Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule A hereto (the “Underwriters,”), acting severally and not jointly, for whom D.A. Davidson & Co. is acting as representative (in such capacity, the “Representative”), an aggregate of [●] shares (the “Company Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and certain stockholders of the Company named in Schedule B hereto (the “Selling Stockholders”) propose to sell to the Underwriters, acting severally and not jointly, the respective number of shares of Common Stock set forth on Schedule B hereto (the “Selling Stockholder Shares” and, together with the Company Firm Shares, the “Firm Shares”). In addition, the Company has granted to the Underwriters, acting severally and not jointly, an option to purchase all or any part of up to an additional [●] shares of Common Stock (the “Option Shares”) as provided in S

Limbach Holdings, Inc. – AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (November 14th, 2016)

This Amendment No. 1 to the Amended and Restated Registration Rights Agreement (this “Amendment”) is dated October 11, 2016 and amends that certain Amended and Restated Registration Rights Agreement, dated as of July 20, 2016, by and among Limbach Holdings, Inc. (f/k/a 1347 Capital Corp.) (the “Company”) and the Investors (as defined in the Agreement) party thereto (the “Agreement”).

Limbach Holdings, Inc. – CODE OF ETHICS (Adopted October 2016) (October 26th, 2016)
Limbach Holdings, Inc. – Contract (September 15th, 2016)

This Warrant and the securities issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any state or foreign securities laws and may not be offered for sale, sold, pledged, hypothecated or otherwise transferred or assigned unless (i) a registration statement covering such securities is effective under the Act and is qualified under applicable state and foreign law or (ii) the transaction is exempt from the registration and prospectus delivery requirements under the Act and the qualification requirements under applicable state and foreign law and, if the Company requests, an opinion satisfactory to the Company to such effect has been rendered by counsel.

Limbach Holdings, Inc. – Contract (September 15th, 2016)

This Warrant and the securities issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any state or foreign securities laws and may not be offered for sale, sold, pledged, hypothecated or otherwise transferred or assigned unless (i) a registration statement covering such securities is effective under the Act and is qualified under applicable state and foreign law or (ii) the transaction is exempt from the registration and prospectus delivery requirements under the Act and the qualification requirements under applicable state and foreign law and, if the Company requests, an opinion satisfactory to the Company to such effect has been rendered by counsel.

Limbach Holdings, Inc. – CERTIFICATE OF CORRECTION (August 24th, 2016)

Limbach Holdings, Inc., corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

Limbach Holdings, Inc. – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Limbach Holdings LLC and Subsidiaries Limbach Holdings LLC and Subsidiaries Condensed Consolidated Financial Statements (August 15th, 2016)
Limbach Holdings, Inc. – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (August 15th, 2016)

The Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income for the six months ended June 30, 2016 and for the year ended December 31, 2015, gives pro forma effect to the Business Combination and the related proposed financing transactions as if they had occurred on January 1, 2015. The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2016 assumes that the Business Combination and the related proposed financing transactions were completed on June 30, 2016.

Limbach Holdings, Inc. – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (July 26th, 2016)

This Amended and Restated Registration Rights Agreement (this “Agreement”) is entered into as of July 20, 2016, by and among 1347 Capital Corp., a Delaware corporation (the “Company”), and the parties listed on the signature pages hereto (each, an “Investor” and, collectively, the “Investors”).

Limbach Holdings, Inc. – Loan Agreement among Limbach Facility Services LLC, a Delaware limited liability company, as Borrower, Limbach Holdings LLC, a Delaware limited liability company, as Parent, The Guarantors from time to time party hereto, The Lenders from time to time party hereto, and Alcentra Capital Corporation, a Maryland corporation, as Agent Dated as of July 20, 2016 (July 26th, 2016)

This Loan Agreement is entered into as of July 20, 2016, by and among Limbach Facility Services LLC, a Delaware limited liability company (the “Borrower”), Limbach Holdings LLC, a Delaware limited liability company (the “Parent”), and the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the various institutions from time to time party to this Agreement, as Lenders, and Alcentra Capital Corporation, a Maryland corporation, as Agent.

Limbach Holdings, Inc. – Subordination and Intercreditor Agreement (July 26th, 2016)

This Subordination and Intercreditor Agreement (as amended, restated, supplemented or otherwise modified in accordance with the terms hereof, this “Subordination and Intercreditor Agreement”) dated as of July 20, 2016, is by and between Fifth Third Bank, an Ohio banking corporation, as administrative agent for the Senior Lenders (as defined below) (in such capacity, “Senior Agent”) and Alcentra Capital Corporation, a Maryland corporation, as administrative agent for the Subordinated Lenders (in such capacity, “Subordinate Agent”).

Limbach Holdings, Inc. – Security Agreement (July 26th, 2016)

This Security Agreement (this “Agreement”) is dated as of July 20, 2016, by and among Limbach Facility Services LLC, a Delaware limited liability company (the “Borrower”), Limbach Holdings LLC, a Delaware limited liability company (the “Parent”), and the other parties executing this Agreement under the heading “Debtors” (each of the Borrower, the Parent and such other parties, along with any parties who execute and deliver to the Administrative Agent an agreement substantially in the form attached hereto as Schedule G, being hereinafter referred to collectively as the “Debtors” and individually as a “Debtor”), each with its mailing address as set forth in Section 14(b) below, and Fifth Third Bank, an Ohio banking corporation (“Fifth Third”), with its mailing address as set forth in Section 14(b) below, acting as administrative agent hereunder for the Secured Creditors hereinafter identified and defined (Fifth Third acting as such administrative agent and any successor or successors to

Limbach Holdings, Inc. – SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 1347 Capital corp. (July 26th, 2016)

1347 CAPITAL CORP., a corporation existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

Limbach Holdings, Inc. – Copyright Collateral Agreement (July 26th, 2016)

This 20th day of July, 2016, Limbach Company LLC, a Delaware limited liability company (the “Debtor”), with its principal place of business and mailing address at 31-35th Street, Pittsburgh, Pennsylvania 15201, in consideration of the premises contained in the Security Agreement (as defined below) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, assigns, mortgages and pledges to Fifth Third Bank, an Ohio banking corporation (“Fifth Third”), with its mailing address at Fifth Third Center, 38 Fountain Square Plaza, Cincinnati, Ohio 45263, acting as administrative agent hereunder for the Secured Creditors as defined in the Security Agreement referred to below, and its successors and assigns (Fifth Third acting as such administrative agent and any successor(s) or assign(s) to Fifth Third acting in such capacity being hereinafter referred to as the “Administrative Agent”), and grants to the Administrative Agent for the benefit of the Se

Limbach Holdings, Inc. – STOCKHOLDER LOCKUP AGREEMENT (July 26th, 2016)

This Lockup Agreement (this “Agreement”) is made and entered into as of July 20, 2016, by and among 1347 Capital Corp., a Delaware corporation (“1347 Capital”) and the person set forth on the signature pages hereto (“Stockholder”). Each capitalized term used, but not otherwise defined, herein has the respective meaning ascribed to such term in the Agreement and Plan of Merger, dated as of March 23, 2016, by and among 1347 Capital, Limbach Holdings LLC (“Limbach”) and FdG HVAC LLC, as Limbach Holders’ Representative (the “Merger Agreement”).

Limbach Holdings, Inc. – REGISTRATION RIGHTS AGREEMENT (July 26th, 2016)

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 20, 2016, by and between LIMBACH HOLDINGS, INC., a Delaware corporation (the “Company”), and ALCENTRA CAPITAL CORPORATION, a Maryland corporation (together with its permitted assigns, the “Holder”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Loan Agreement by and between certain subsidiaries of the Company and the Holder as Agent, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”).

Limbach Holdings, Inc. – STOCKHOLDER LOCKUP AGREEMENT (July 26th, 2016)

This Lockup Agreement (this “Agreement”) is made and entered into as of July 20, 2016, by and among 1347 Capital Corp., a Delaware corporation (“1347 Capital”) and the person set forth on the signature pages hereto (“Stockholder”). Each capitalized term used, but not otherwise defined, herein has the respective meaning ascribed to such term in the Agreement and Plan of Merger, dated as of March 23, 2016, by and among 1347 Capital, Limbach Holdings LLC (“Limbach”) and FdG HVAC LLC, as Limbach Holders’ Representative (the “Merger Agreement”).

Limbach Holdings, Inc. – CERTIFICATE OF DESIGNATION OF Class A PREFERRED STOCK OF Limbach Holdings, Inc. (f/k/a 1347 Capital Corp.) (July 26th, 2016)

Pursuant to Section 151 of the General Corporation Law of the State of Delaware, Limbach Holdings Inc. (f/k/a 1347 Capital Corp.), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereof, does hereby submit the following:

Limbach Holdings, Inc. – Credit Agreement among Limbach Facility Services LLC, a Delaware limited liability company, as Borrower, Limbach Holdings LLC, a Delaware limited liability company, as Parent, The Guarantors from time to time party hereto, The Lenders from time to time party hereto, Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer, The PrivateBank and Trust Company, as Co-Documentation Agent and Wheaton Bank & Trust Company, a subsidiary of Wintrust Financial Corp., as Co-Documentation Agent Dated as of July 20, 2016 Fifth Third Bank, as Lead Arranger and Sole Book Runner (July 26th, 2016)

This Credit Agreement is entered into as of July 20, 2016, by and among Limbach Facility Services LLC, a Delaware limited liability company (the “Borrower”), Limbach Holdings LLC, a Delaware limited liability company (the “Parent”), and the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the various institutions from time to time party to this Agreement, as Lenders, Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer, The PrivateBank and Trust Company, as Co-Documentation Agent and Wheaton Bank & Trust Company, a subsidiary of Wintrust Financial Corp., as Co-Documentation Agent.

1347 Capital Corp – AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (July 18th, 2016)

This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of July 18, 2016, further amends the Agreement and Plan of Merger, dated as of March 23, 2016, by and among Limbach Holdings LLC (“Company”), 1347 Capital Corp. (“1347 Capital”), and FdG HVAC LLC, a Delaware limited liability company, solely in its capacity as the Limbach Holders’ Representative pursuant to the designation in Section 10.17 thereof, as amended by that Amendment No. 1 to Agreement and Plan of Merger, dated July 11, 2016 (such agreement, as so amended, the “Merger Agreement”).